SEC Form 4 · accession 0001209191-17-044599
Allied World Assurance Co Holdings, AG · AWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Julian James
Officer — President, Global Markets
Period of report
Jul 6, 2017
Accepted (ET)
Jul 10, 2017 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001163348
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF2,F3 | Jul 6, 2017 | U | 4,386 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4 | — | Jul 6, 2017 | D | 7,079 | D | — | — | Common Shares | 7,079 | 0 | D |
| Performance-based AwardsF5 | — | Jul 6, 2017 | D | 27,560 | D | — | — | Common Shares | 27,560 | 0 | D |
Explanation of responses
- F1Disposed of in an exchange offer (the "Offer") by a wholly-owned subsidiary of Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), to acquire all of the outstanding common shares, par value CHF 4.10 per share, of the Issuer, pursuant to the terms, and subject to the conditions, of that certain Agreement and Plan of Merger, dated as of December 18, 2016, between Fairfax and the Issuer (the "Merger Agreement").
- F2Includes 434 common shares acquired on February 23, 2017 pursuant to one of the Issuer's employee stock purchase plans.
- F3Each share of the Issuer was exchanged for (i) cash consideration of $23.00, (ii) a special cash dividend of $5.00 and (iii) 0.057937 of a share of subordinate voting stock at Fairfax (the "Merger Consideration").
- F4Pursuant to the Merger Agreement, outstanding Restricted Stock Units became fully vested in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).
- F5Pursuant to the Merger Agreement, outstanding performance-based awards became fully vested based on the target specified in the applicable performance-based award in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).